The Story of That's Entertainment! III
That's Entertainment! III is a 1994 compilation film built around a deceptively simple premise: let MGM's greatest musical stars walk through the studio's vault and remember what made those films matter. Rather than just recycling polished final cuts, this third installment pivots hard toward the messy, human stuff—outtakes where dancers flub their steps, unfinished numbers that never made it to theaters, behind-the-scenes footage that shows the sweat and cigarette smoke behind those gleaming production numbers. The film spans from The Hollywood Revue of 1929 (the studio's first musical talkie) all the way through to Brigadoon and beyond, but it's not trying to be comprehensive. It's trying to be honest. What emerges is less a greatest-hits reel and more a conversation between the people who actually made the magic.
Production, Legacy, and MGM's 70-Year Milestone
Metro-Goldwyn-Mayer commissioned That's Entertainment! III to mark its 70th anniversary—a significant milestone for a studio that had already been around longer than most of its audience had been alive. Turner Entertainment Co. and MGM collaborated on the project, tapping into the studio's legendary archives at a moment when home video and cable television were making such retrospectives newly profitable. The film's runtime clocks in at 113 minutes, giving it enough breathing room to actually explore material rather than just flash through a montage. What's striking is that this third installment deliberately rejected the formula of its predecessors (That's Entertainment! from 1974 and That's Entertainment, Part II from 1976). Those earlier films had focused on the polished, finished product—the spectacle audiences paid to see. This one wanted something different: the moment before perfection, the blooper, the abandoned idea. It's a smarter approach, honestly, because it acknowledges that fans of these old musicals aren't just chasing nostalgia—they're chasing the people who made them, and people are most interesting when they're not performing.
Why That's Entertainment! III Captures Something Rare
The film works because it trusts its audience to care about process. You get to see Gene Kelly and other surviving legends—though by 1994, the roster had thinned considerably—discussing what they were trying to do, what went wrong, what they'd do differently. There's a generosity in that approach; it treats viewers as people who actually understand that making a great musical number isn't about the final three minutes of screen time, it's about the forty takes that came before. The IMDb rating of 7.026/10 reflects what critics and audiences have long felt: it's a solid, unpretentious documentary that doesn't oversell itself. What's missing from That's Entertainment! III is the kind of slick, modern documentary narration that would've turned it into a prestige piece. Instead, it's more like sitting in someone's living room while they flip through old photo albums—which sounds humble until you realize that's actually a harder thing to pull off. The pacing never feels rushed. Scenes breathe. You're allowed to sit with a particular number, to notice the choreography, to hear the stories around it without a voiceover constantly steering you toward the next emotional beat.
I keep coming back to how rare it is to see a major studio willing to show its own process so openly—the failures as well as the triumphs. That's Entertainment! III doesn't pretend the system was perfect; it just argues that the people working within it were extraordinary. For anyone interested in how Hollywood actually functioned during its most creatively fertile period, this film is invaluable. Movie OTT tracks where older titles like this one are currently streaming, since licensing agreements mean availability can shift between platforms.
Where to Watch That's Entertainment! III Online
That's Entertainment! III is available on major OTT services, though the exact platforms can vary by region and subscription tier. You'll want to check the "Where to Watch" widget at the top of this page for real-time availability on your preferred streaming service. Since this is a Turner Entertainment/MGM title, it tends to show up on platforms that carry the studio's back catalog—which has expanded considerably as streaming services compete for classic Hollywood content. Movie OTT keeps current availability updated across all major platforms, so you won't waste time searching blindly.
Frequently Asked Questions
Q: Is That's Entertainment! III part of a series?
Yes. It's the third installment in the That's Entertainment Collection, following the 1974 original and 1976's Part II. Each film takes a slightly different approach to celebrating MGM's musical legacy, with this one uniquely focused on outtakes and behind-the-scenes material.
Q: Who appears in That's Entertainment! III?
The film features surviving MGM musical stars reflecting on their work and the studio's history. By 1994, some of the biggest names from the golden age had passed away, so the film relies heavily on archival footage and the recollections of those who could still participate.
Q: How long is That's Entertainment! III?
The film runs 113 minutes, giving it enough time to explore material in depth rather than rushing through a highlight reel.
Q: What makes That's Entertainment! III different from the first two films?
Unlike the earlier installments, which focused on finished musical numbers, this film emphasizes outtakes, unfinished sequences, and behind-the-scenes glimpses. It's less about the polished product and more about how the sausage was made.
Q: When was That's Entertainment! III released?
The film came out in 1994 to commemorate MGM's 70th anniversary, making it a time capsule of how the studio and its surviving artists wanted to be remembered at that particular moment.
Final Thoughts on That's Entertainment! III
That's Entertainment! III isn't a film for everyone—it assumes you either love classic Hollywood musicals or you're curious enough to learn why others do. But if you fall into either camp, it's genuinely rewarding. The documentary captures something that's harder to find now: a moment when the people who actually made the golden age were still around to talk about it, still alive enough to laugh at their own mistakes and defend their choices. It's a conversation across decades, and you're invited to listen. Worth your time.
